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Date
Rule
15 USC 18a(c)(1) 7A(c)(1)
Staff
Michael Verne
Response/Comments
This is exempt under ordinary course.

Question

From:(redacted)

Sent:Wednesday, January 24, 2007 8:32 AM

To:Verne, B. Michael

Subject:The Facts/

Mike, Company B wantsme to confirm the facts with you including the OTS approval issue I did notraise in our earlier conversation. /thanks(redacted)

Company B is selling 100% ofthe stock of a subsidiary that originates, funds, services and wholesales subprime mortgages. Company B intends to retain a retail mortgage business that iscurrently held by this subsidiary; Company B plans to transfer this retailmortgage business out of the subsidiary being sold and to hold the retailmortgage business in another subsidiary that Company B will retain. Company Bwill continue to generate new mortgage loans at the retail level through thatretained subsidiary. The transfer of the retail business will be subject to OTSapproval. Although Company B expects to receive OTS approval, there is apossibility that OTS approval will not be obtained until a month or two afterthe sale of the subsidiary that originates, funds, services and wholesales subprime mortgages. As a result there is a possibility that Company B will notoriginate new loans during period in which it is awaiting OTS approval.

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